TITAGARH RAIL SYSTEMS LIMITED — Interim / Quarterly Report 2025

Nov 13, 2025

13th November 2025

BSE Limited (BSE) The Department of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 Scrip Code: 532966

National Stock Exchange of India Limited (NSE) The Listing Compliance Department Exchange Plaza Bandra-Kurla Complex Bandra (E), Mumbai – 400 051 Symbol: TITAGARH

Madam/Sir,

Sub: Outcome of the Board Meeting held today i.e., 13th November, 2025

Pursuant to provisions of Regulations 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), this is to inform you that the Board of Directors of the Company at its meeting held today i.e., 13th November, 2025, inter alia, considered and:

• 1. Approved investment of upto Rs. 50 Crore by the Company in its wholly owned subsidiary, Titagarh Naval Systems Limited ("TNSL"), in one or more tranches, by participating in the proposed fund raising by TNSL to expand its business with a strategic investor being identified by it and who, along with the Company, will invest in TNSL.
• 1. Approved carrying on of wagon leasing business activity under the Wagon Leasing Scheme (WLS) of the Railways.
• 1. Approved the conversion of the existing Design and Engineering business into a Separate Business Unit to be known as 'TITAGARH Engineering & Technology Centre (TETC)', to strengthen design capability, enhance efficiency, and drive innovation across the Group.
• 1. Approved constitution of Finance Committee comprising Shri Atul Joshi (Chairman) and Shri Umesh Chowdhary, Vice Chairman & Managing Director and Shri Anil Kumar Agarwal, Deputy Managing Director of the Company as members.
• 1. Approved the Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended 30th September, 2025 which are enclosed herewith along with Limited Review Report of the Auditors thereon.

The details required as per relevant SEBI Circulars for Item No. 1 shall be communicated in due course.

The meeting commenced at 12.00 Noon and concluded at 7.00 P.M.

The said disclosure is also being made available on the website of the Company at www.titagarh.in.

Please take the above on record.

Thanking you, yours faithfully, For TITAGARH RAIL SYSTEMS LIMITED

Aditya Purohit Digitally signed by Aditya Purohit Date: 2025.11.13 21:22:13 +05'30'

Aditya Purohit Company Secretary & Compliance Officer M. No. 27825

CIN: L27320WB1997PLC084819

Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata 700016, India Corporate Office: Titagarh Towers, 756 Anandapur, E.M Bypass, Kolkata 700107, India Phone:+91 33 40190800 Fax: +91 33 40190823 Email: corp@titagarh.in; Web: www.titagarh.in

Salarpuria & Partners Chartered Accountants 71 C.R. Avenue, Kolkata- 70_0 072

Review Report

To

The Board of Directors Titagarh Rail Systems Limited Poddar Point, 10th Floor, 113 Park Street, Kolkata - 700016

• 1. We have jointly reviewed the standalone unaudited financial results of Titagarh Rail Systems Limited (the "Company'') for the quarter ended September 30, 2025 and the year to date results for the period April 1, 2025 to September 30, 2025, which are included in the accompanying 'Statement of Standalone Unaudited Financial Results for the Quarter and Half Year Ended September 30, 2025', the Standalone Balance Sheet as on that date and the Standalone Statement of Cash Flows for the half-year ended on that date (the "Statement"). The Statement has been prepared by the Company pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations, 2015"), which has been initialled by us for identification purposes. The Statement is the responsibility of the Company's management and has been approved by the Board of Directors. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement.
• 1. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. We draw attention to Note 3 to the Statement in respect of investments (directly and indirectly through Shivaliks Mercantile Limited (formerly Shivaliks Mercantile Private Limited) (SML), a joint venture company) in Titagarh Firema SpA (''Firema"), an associate company based in Italy, having a carrying value of Rs 112.73 crores and other receivables from Firema and SML aggregating Rs 63.19 crores) as at September 30, 2025. Firema has encountered significant operational and financial difficulties due to an ongoing dispute with one of its largest customers which has severely impacted its liquidity position. Firema has filed for protection under Italian Crisis Code - Composizione Negoziata dellaCrisi (CNC) along with a restructuring plan on May 14, 2025 with Chamber of Commerce which was admitted by the Court of Naples on May 27, 2025, who further, vide its order dated June 17, 2025, confirmed the protective measures under Article 19 of the Italian Crisis Code against any potential actions of the creditors until September 23, 2025 which was further extended by 120 days vide order dated October 1, 2025. Pending the outcome of the CNC process, the possible impairment loss on the carrying value of investments and other receivables as stated above and its consequential impact on the profit for the quarter and half year ended September 30, 2025 and the net worth of the Company as at September 30, 2025 is currently not determinable:

Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072

1. Based on our review conducted as above, except for the indeterminate effect of the matter stated in paragraph 4 above, nothing has come to our attention that causes us to believe that the Statement has not been prepared in all material respects in accordance with the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies and has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Pri e Waterhouse & Co Chartered Accountants LLP Firm ation Number: 304026E/E-300009

e.r rawal Partner Membership Number: 099903

UDIN: 25099903BMOURG7975 Place: Kolkata Date: November 13, 2025

For Salarpuria & Partners Chartered Accountants Firm Registration Number: 302113E

XtRo,..ac...2:t!:f--:-

Palash K. Dey .- Partner Membership Number: 053991

UDIN: 25053991BMKVDU 4325 Place: Kolkata Date: November 13, 2025

TITAGARH RAIL SYSTEMS LIMITED CIN NO: L27320WB1997PLC084819

REGISTERED OFFICE: PODDAR POINT, 113 PARK STREET, 10TH FLOOR, KOLKATA- 700016

TEL: 033-4019 0800/FAX: 033-4019 0B23, WEB SITE: WWW.TITAGARH.IN, EMAIL: INFO@TITAGARH.IN

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2025

							(Rs. in Crores
			QUARTER ENOED			HALF YEAR ENDED	-'·
SI. No.	PARTICULARS	September 30, 2025	June 30, 2026	September 30, 2024	September 30, 2025	September JO, 2024	March 31, 2.025
		unaudited	Unaudfted	Unaudited		Unaudited	Au <ilted< th=""></ilted<>
1	Revenue from Operations	788.32	674,00	1,048.58	1.462.32	1,877.20	3,747.38
2	OtMr Income	14.45	11.64	10.72	26 09	23,01	75 25
3	Total Income	602.77	685.64	1,059.30	1,468.41	1,900,21	3,822.63
4	Expenses
	a) Cost of Raw Materials & Components Consumed	S59.47	499,62	805.S3	1,059.09	1,425 86	2,870.42
	b) Changes in Inventories of Finished Goods, Worl<-in-progress ano Saleable scrap	24.57	(18.36)	(8 94)	6 21	(2,04)	(36,41)
	c) Employee Benefits Expense	23.56	24.01	17.91	47.57	33,68	78,96
	d) Finance Costs	18.27	17.83	17.47	36.10	29 99	73 14
	e) Depreciation and Amortization ~xper,se	12.22	11 71	7.47	23 93	14 42	29 03
	f) Other Expenses	92,01	91 .63	99 62	183.64	183.39	382 61
	Total Expenses 1a to f)	730.10	626.44	939.06	1,356.54	1,685.30	3,397.75
5 6	Profit before Tax (3-4) rncome Tax Expense	72.67	59.20	120.24	131.87	214.91	424,8B
	a) Current tax (including earlier years)	17.91	14.16	31.35	32 07	55 77	99,53
	b) Deferred Tax - Charge I (Credit)	2 91	0.16	(1 .27)	3 09	(3.13)	8.32
	Total Income Tax Expense	20.82	14.34	30.06	35.16	52.64	107.85
7	Profit for the Period/ Year from continuing operations (5-6)	51.85	44.86	90.16	96.71	162.27	317.03
8	Profil/ (Loss) from discontinued operations (Refer Note 7 below)	(5 21)	(2.06)	(5.23)	(7 27)	(5.44)	(13.32)
9	Tax expense of discontinued operations	(0,65)	0.05	(0,19)	(0.60)	0.40	0.28
	10 Profit/ I Loss) for the Period/ Year from discontinued operations (8-9)	(4.56)	(2.11)	(5.04)	(6.67)	(5.84)	(13.60)
11	Profit for the Period/ Year (7+10)	47.29	42.75	85.12	90.04	156.43	303.43
	12 Other Comprehensive Income
	Item that will be reclassified to profit or loss:
	Fair Value change in Cash Flow hedges			(1 42)		(1.42)	-
	Income lax on above	-	-	0,36		0.36	-
	Item that will not be reclassified to profit or loss;
	Remeasurement (gains) I loss on defined benefit plans	(0.16)	(0 16)	(0,03)	(0 32)	(0 06)	(1 96)
	Income lax on above	0 04	0.04	001	0 06	0 02	0.49
	Total Other Comprehensive Income	(0.12)	(0.12)	(1,08)	(0.24)	(1.10)	(1.47)
	13 Total Comprehensive Income for the Period/ Year (11+12)	47.17	42.63	84.04	89.80	155.33	301.96
	14 Paid-up Equity Share Capital (Face value Rs. 2/- each)	26.93	26,93	26.93	26.93	26.93	26.93
	15 Qlher Equity						2.492 81
16	Ea~ ings par Equity Share (of Rs. 2/- each) (Not Annualised except fort he year ended March 31, 2025)
	For Continuing Op0rations
	- Basic (Rs.)	385	3.33	6.69	7,18	12 05	23 54
	• Diluted (Rs )	3,85	3 33	6 69	718	12 05	23 52
	For Discontinued Operations
	- Basic (Rs.)	.(0.34)	(0.16)	(0.37)	(0.50)	(0.43)	(1 01)
	• Diluted (Rs.)	(0.34)	(0.16)	(0,37)	(0,50)	(D.43)	(1.01)
	For Continuing and Discontinued Operations
	• Basic (Rs.)	3.51	3,17	6,32	6,68	11 62	22.53
	- Diluted (Rs )	3 51	3,17	6.32	6.68	11 62	22 51

CIN NO: L2732DW81997PLC084819

REGISTERED OFFICE: POCDAR POINT, 113 PARK STREET, 10TH FLOOR, KOLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 OB23, WEB SITE: WWW.TITAGARH.IN, EMAIL: INFO@TITAGARH.IN STANDALONE SEGMENTWISE REVENUE, RESULTS, ASSETS AND LIABILITIES

							(Rs. in Crores)
			QUARTER ENDED			HALF YEAR ENDED	-·~--::::_
SI. No.	PARTICULARS	September 30, 2.025	June 30, 2025	September 3D, 2024	September 30, 2025	September 30, 2024	March 31, 20.25
		Unau11lted	Unaudited	Unaud.lted	Unaudited	Unaudited	Audited
1	Segment Revenue
	Freight Rail Systems a)	666.11	596.57	991.66	1,262.68	1,759.42	3,491 .83
	Passenger Rail Sys1ems b)	122.21	77.43	56,92	199.64	117.78	255.55
	Revenue from Opera1ions	788.32	674.00	1,048.58	1,462.32	1,877.20	3,747.38
2	Segment Results [Profit before tax and Interest]
	a) Freignt Rail sys1ems	77,90	69,20	131 63	14710	233,74	450,96
	Passenger Rail Systems b)	13,98	8,74	3.52	22.72	7.24	21 .14
	Total	91.88	77.94	135.15	169.82	240.98	472.10
	(Add) I less :
	i) Interest Expense I (Income) • Net	1.80	4.18	2.96	5.98	0,65	7,66
	ii) Unallocable expenditure net of income	17 41	14 56	11.95	31 97	25.42	39,56
	Profit before Tax	72.67	59.20	120.24	131 .87	214.91	424.86
	Less: Tax Expenses	20.82	14_34	30_08	3516	52 64	107.85
	Profit for the Period/ Year from continuing operations	51.85	44,86	90,16	96.71	162.27	317.03
	Prow (Loss) from discontinued operations (Refer Note 7 below)	(5.21)	(2.06)	(5.23)	(7.27)	(5 44)	(13.32)
	Tax expense of discontinued operations	(0 65)	0.05	(0,19)	(0.60)	0.40	0,28
	Profit/ (Loss) for the Period/ Year from discontinued operations	(4.56\	(2.11)	(5.04)	(6.67)	(5,841	113.60)
	Profit/ (Loss) for the Period/ Year	47.29	42.75	85.12	90.04	156.43	303.43
3	Segment Assets Freight Rail Systems			1,611 .64	1,470 20	1,611.64	1,599 32
	a) Passenger Rail Systems o)	1,470.20 1,117,98	1,480.80 980 38	703 41	1,1 1798	703.41	902 2B
	c) Unallocable	1,124.71	1.138,35	1,125.61	1.124.71	1,125 61	1.160 00
	Total Reportable Segments	3,712.89	3,599.53	3,440.66	3,712.89	3,440.66	3,661.60
	Asset held for sale d)	140.26	135,06	139,13	140-26	13913	135,03
	Total	3,853.15	3,734.59	3,579.79	3,853.15	3,579.79	3,796.63
4	Segment Liabilities
	a) Freight Rail Systems	349.36	445-1B	519_12	349.36	519.12	392.72
	b) Passenger Rail Systems	261,24	280.45	192 38	261 24	192,38	26114
	c) Unallocable	628,83	433.47	477.03	628,83	477 03	610.22
	Total Reportable Segments	1,239.43	1,159.10	1,188.53	1,239.43	1,188.53	1,264.08
	d) Liabilities Held for sale	17,19	12.87	18,53	17.19	18.53	12,Bl
	Total	1,Wti.62	1,171.9T	1,207.06	1,2~6.62	1,207.05	1 ,2 76.59
5	Geographical Segment {Revenue from Operations) India					1,871.37	3,741 .55
	a) b) Rest of the World	788.32 -	674.00	1,042.75 5.83	1,462.32	5.B3	5 83
	Total	788.32	674,00	1,048.58	1,462.32	1,877.20	3,747.38

CIN NO:- L27320W81997PLC084819

REGISTERED OFFICE: PODDAR POINT, 113 PARK STREET, 10TH FLOOR, KOLKATA-700016

TEL: 033-4019 0800/FAX: 033-4019 0B23, WEB SITE: WWW.TITAGARH.IN, EMAIL: INFO@TITAGARH.IN

STANDALONE BALANCE SHEET

			(Rs-. In Crores:J
		ASA.T
	PARTICULARS	September 30, 2025	Merch 31, 2025
		Unaudited	Audited
	_ASSETS
	Non-eurtent Assets Property, Plant and Equipment a)	936 83	810.95
	Right-of-Use Assets b)	76,77	83 00
	Cap;tal Work-in-progress C)	128 47	39 61
	d) Investment Properties	9.68	8,21
	e) Intangible Assets Intangible Assets under development f)	65 66 106 95	69.39 83.63
	g) Financial Assets
	i) Investments	379,52	343.04
	other Financial Assets ii)	29.81	B0.13
	Contract Assets h) I) Non-current Tax Assets {Net)	6.52 28.20	3.41 24,58
	I) other Non-current Assets	48 85	59.74
	Sub total - Non-current Assets	1,817.26	1,605.69
2	Curren·! Assets
	a) Inventories	610.95	495,84
	b) Financial Assets I) Trade Receivables	436.21	585.31
	ii) Cash and Cash Equivalenls	31 20	17.36
	iii) Bank Balances other1han {ii) above iv) Loans	219.32 53 96	442.13
	Other Financial Assets V)	262.22	142 15
	Contract Assets C}	150,97	205,02
	d) Other Current Assets Sub total - Current Assets	130 80 1,1195.63	168.10 2;055.91
3	Anet held for sale	140,26	135.03
	TOTAL -ASSETS	3,853.15	3,796.63
	EQUITY AND LIABILITIES
	EQUITY
	Equity Share Capital a) b) Other Equity	26.93 2.569 60	26.93 2,492.81
	Sub total - Equity	2,596.53	2,519.74
	LIABILITIES
	Non-c.urrent Liabilities a) Financial Liabilities
	i) Borrowings	18 71	24.93
	ii) Lease Liabilities	84,56	89 47
	iii) Other Financial Liabilities	7.24	3.43
	b) Contract Liabilities c) Provisions	24,08 6,75	37.46 6.11
	d) Deferred Tax Liabilities (Net)	21 ,70	18 68
	Sub total - Non-current Llabllitles	163,04	180,08
2	Current Liabilities Financial Liabililies a)
	i) Borrowings	525.23	504.41
	ii) Lease Liabilities	8.59	7,82
	iii) Trade Payables a) Total Outstanding Dues of Micro, Small & Medium Enterprises	29 59	4 3,30
	b) Total Outstanding Dues of Creditors Other Than Micro, Small & Medium Enterprises	173 67	183 96
	iv) Other Financial Liabilities	46.50	37.53
	b) Contract Liabilities c) Other Current Liabilities	253,00 5.41	274.07 6 65
	d) Provisions	21.62	16 91
	e) Current Tax Liabilities (Net)	12.78	7 35
	Sub total - Current Llabllltles	1,076,39	1,oa4:oo
	Liabilities Held for sale	17 19	12.81
	TOTAL· LIABILITIES	1,256.62	1,276.89
	TOTAL - EQUITY AND LIABILITIES	3,853.15	3,796.63

	TITAGARH RAIL SYSTEMS LIMITED CIN NO:- L27320WB1997PLCOB4B19 REGISTERED OFFICE: PODDAR POI NT, 113 PARK STREET, 10TH FLOOR, KOLKATA- 700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE; WWWTITAGARH.IN, EMAIL: INFO@TITAGARH.IN
	STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
	PARTl\$ULARS	HALF YEAR ENDED		(Rs. fri Croros) YEARENDEC
		Septem'ber 30,	September 80,	March 31,
		2026	2024	2025
		Un~udltad	Un~udlted	Audited
A.	CASH FLOWS FROM OPERATING ACTIVITIES
	Profit before Tax
	Continuing Operations	131.87	214,91	424.88
	Discontinued Operations Adjustments for:	(7.27) 124.60	(5.44)	(13.32)
	Deprecia1ion and Amortisation Expense	24.34	209.47 14.79	411.56 29c50
	Finance Costs	36.10	29.99	73.14
	Provision for Doubtful Debts and Advances	4,36	1,45	5,24
	Gurantee Commission Income Provision for Onerous Contract	(0.89) 5 63	4.41	(0 85) 8 11
	Unrealised Foreign Exchange Fluctuations (Gain)/ Loss (net)	(4.28)	(4.46)	(224)
	Irrecoverable Debts/ Advances Written Off (net)	-.	1.09
	Net (Gain)/ Loss on Disposal of Property, Plant and Equipment	(0.06)		(0.23)
	Fair Value Gain on Investment - FVTPL Unspent Liabilities I Provisions No Longer Required Written Back	(0,03)	(1 1B)	(1 5.38)
	Interest Income	(24.22)	(21 37)	(51 52)
	Other Income for Security Deposit of Leases	(0.16)	(0.01)	(0.33)
	Employee Stock Option Expenses Operating Profit before Changes In Operating Assets and Lia bi Illies	0.46 165.85	234,18	0.22 457.22
	{Oecrease) in Trade Payables	(23.50)	(69,36)	(8S 17)
	(Decrease) in Contract Liabilltles	(34.45)	(132-40)	(126 83)
	lncrease/(Decrease) in Olher Non-current and Current Financial and Non-financial Liabilities and Provisions (Increase) in Trade Receivables	(8.48) 156 06	41 94 (199 10)	(1 11) (139 20)
	(Increase)/ Decrease in Inventories	(128.20)	(58 40)	0 40
	(lncrease)IDecrease in Contract Assets	50 94	(51 .05)	(10641)
	(lncrease)/Decrease in Other Non-current and Current Financial and Non-tinancial Assets Cash Generated from/ (used in) Operations	39 53	32.80	(4 36)
	Income Taxes Paid (Net of Refunds)	217.76 (27.17)	(201.39) (33.79)	(5.4\$1 (9S 71
	Net Cash Generated from/ (used in) Operating Activities	190.59	(235.18)	(101.18)
B.	CASH FLOWS FROM INVESTING ACTIVITIES
	Payments for Acquisition of Property, Plant and Equipment including Capital Work-in-Progress	(204,37)	(71 ,41)	(219 59)
	Payments for Acquisition of Intangible Assets and Intangible Assets under development Proceeds from Disposal of Property, Plant and Equipment	(23.55) 6,05	0,37	(16,49) 5 91
	Investments in Subsidiaries	(5.00)	(51 .45)	(109 80)
	Investments in Joint Venture	(26.55)
	Loan given lo JV Fixed Deposits Made	(53.96) '(174.56)	- (418,134)	- (1 , 106.5B)
	Fixed Deposits Matured	320.55	214 82	836 05
	Interest Received Net Cash Used in Investing Activities	23,62	10,38	29,63
		(137.77)	(316,13)	(580.87)
c.	CASH FLOWS FROM FINANCING ACTIVITIES Repayment of Long-term Borrowings	{6,25)	(6,25)	(12.51)
	Principal Payment of Lease Liabilities	(3.77)	(7,63)	(12.G4)
	Interest Payment of Lease Liabilities	(4.23)		(2,76)
	Short Term Borrowings - Receipts/ (Payments) (net) f-lnance t.:osts f'a1d	20.81 {32.11)	336.48 (21.07)	474,86 (63,67)
	Div id end Paid	(13.44)	(10,79)	(1 0,77)
	Net Cash From Financing Activities	(38.99)	290.74	372.52
	Net Increase/ (Decrease) In Cash and Cash Equivalents (A+B+C)	13.83	(260.57:)	(309.53)
	Cash and Cash Equivalents - Opening Balance	17.36	326_89	326.89
	Cash and Cash Equivalents· Closing Balance	31.20	66,32	17.36
	The above Cash flow includes following related to discontinued operation Net Cash Used in Operating Activities	(11.11)	(42.13)	(45,43)
	Net Cash Used in Investing Activities	(0.04)	(0 05)	(0.03)
	Net Cash Generated from Financing Activities	-		-

CIN NO: L27320WB1997PLC084819

REGISTERED OFFICE: PODDAR POINT, 113 PARK STREET, 10TH FLOOR, KOLKATA- 700016 TEL: 033-4019 0B00IFAX: 033-4019 0823, WES SITE: WWW.TITAGARH.IN, EMAIL: INFO@TITAGARH.IN

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RE SUL TS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2025

Notes:

1 The Standalone Unaudited Financial Results for the quarter and half year ended September 30, 2025 have been prepared in accordance wilh 1he recognition and measurement principles laid down in Indian Accounting Standards ("Ind AS") prescribed under section 133 of Companies Act, 2013 read with the relevant rules thereunder and in terms of Regulation 33 of lhe SESI [Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, The same was reviewed by the Audit Committee and approved by.the Board of Directors of tile Company at its meeting held on November 13, 2025

• 2 The reportable operating segments identified for the Company are "Freight Rail Systems" (which includes bridges and defence) and "Passenger Rail Systems", Shipbuilding & M~ritlme Systems (SMS), earlier being part of Freight Rail Systems has been considered as discontinued operations and disclosed separately (Refer Note 7)
• 3 The Company has made invesments in Titagarh Firema SpA (Firema), an associate company based in Italy (directly and indirectly through Shivalik Mercantile Limited (SML), a Joint venture Company owning 40.86% equity in Firema), having a carrying value of Rs 112.73 crores and other receivables from Flrema and SML .iggregaling to Rs 63,19 crores as at September 30, 2025. The Government of Italy, through its investment agency, lnvitalia owns 31 ,01¾ equity shares of Firema, Post recapitalisation in February 2024 by both the shareholders and owing to a healthy order book, Firema was in the process of revi,al by ramping up its operations, however, due to completely unexpected and unforeseen developments which were ou1side and beyond the control of Firema, including disputes raised by one of the largest customer of Firema who interalia suspended payments of all invoices, resulted in a severe cash crunch causing significant operational and financial problems for Firema.

Fire ma with the support ot the Ministry of Enterprise, Government of Italy, have been actively trying to find a resolution to the aforesaid problems. Ministry of Enterprise, vide its minutes of meeting dated May 5, 2025, has indicated possibility of inducting new equity investors including acquisition of the majority stake of Firema by private and/or governmental entities, including the State Railways of Italy.

Meanwhile, in compliance with the relevan1 laws of Italy regulating companies in financial difficulties, the Soard of Directors of Firema, approved the initiation of necessary protecition procedures under the Italian Crisis Code - Composizione Negoziata della Crisi (CNC) and also formulated a restructuring plan, which was filed on May 14, 2025 with the Chamber Of Commerce and was also admitted by the Court of Naples on May 27, 2025, who vide its initial order dated June 17, 2025 confirmed the protective measures under article 19 of the Italian Crisis code against any potential actions of the creditors until September 2.3, 202S, and subsequently extended the same by anotner 120 days vide its order dated October 1, 2025

An independent expert has been appoinled by the relevant authority lo evaluate the feasibility of the restructuring process under the CNC, including the opportunity for fresh equity lnruslon by a potential investor who has submitted an expression of interest dated September 18, 2025 and initjated the necessary due diligence process. Despite the risks and unceriainlies associated with such a process, in view of the facts stated above, pending final outcome. it is not possible to ascertain potential impairment, if any, on the direct and indirect Investment into Firema and other receivables as stated abo,e as at September 30, 202S

• 4 Pursuant to approval of the shareholders at the Extra-Ordinary General Meeting held on August B, 2025, for the issue of 21,11,932 convertible warrants of Rs 947/- each {Issue) lo members of the promoter group on a preferential basis (Warrants) aggregating Rs 199.99 crore ('Consideration'} followed by the in-principle listing approval received from BSE and NSE on October 24. 2025. the Management Committee duly authorised by the Board In this regard, allotted the said Warrants on November 4, 2025 against receipt of Rs, 49,99 Crore being the application money equivalent to 25¾ of the Consideration in cash (balance 75¾ payable within 18 months from the date of allotment of Warrants) and the said amount has been utilized by the Company in accordance with the objects of the Issue, On payment of full Consideration, the Warrants are convertible into equivalent number of Equity Shares of face value of Rs, 21- each fully paid at a premium of Rs, 945/- per equity share, subject to necessary approvals, as may be required,
• 5 Pursuant to necessa,y approvals for TRSL ESOP Scheme 2023 ('ESOP Scheme'), 500,000 Options were granted by the Nomination and Remuneration Committee (NRC) at an e~ercise price cf Rs 860/- per option to eligible employees on 3rd February 2025. Out of lhe said grant, 1,21,500 Options lying in the pool in accordance wilh the terms of the ESOP Scheme. the Board at its meeting held on 3oth May 2025, approved grant of 1, 15,000 Options. The Options will vest over five years i.e. 10%, 15%, 20¾. 25¾, and 30% each year_ Each Option ¼ten exercised, will entitle the employee to one fully paid equity share of Rs, 21- each. Subsequently, with the approval of shareholders obtained through Postal Ballot on 19th June, 2025, I/le ESOP Scheme was amended to increase the total number of Options to 15.00,000 Further, !he Company has received in-principle approval from NSE and BSE on 191h August, 2025, In this regard,
• 6 Following !he Board's approval, a charitable trust Titagarh Group Foundation (TGF) has been set up during the quarter, for undertaking, implemen1ing and monitoring CSR projects and interventions of the Company in accordance with its approved CSR Policy and applicable statutory requirements, TGF's Board of Trustees comprise Mrs. Rashmi Chowdhary {Chairperson), Mr. Umesh Chowdhary, and Mr. Anil Kumar Agarwal (Trustees) CSR activities to be carried on by TGF shall be in compliance with the provisions of the Companies Act, 2013 and the relevant Rules made thereunder. Necessary approvals under the Income Tax Act have been received and the Trust has been registered with MCA.
• 7 Pursuant to approval oflhe Board accorded at its meeting held on August 11, 2025 the Company subscribed to the rights issue of Titagarh Naval Systems Limited (formerly Titagarh ~aval Systems Private Limited) (TNSL), wholly owned subsidiary of the Company, amounting to Rs. 5 crores.

Further, the Boar<l at the above meeting, subject to necessary approvals as may be applicable, accorded in-principle approval to the proposed transfer of the Shipbuilding & Maritime Systems {SMS) business and undertaking of the Company to TNSL as a going concern, with a view to focus on the Company's core business, Accordingly. lhe results of SMS business fqr the quarter and half year ended September 30, 2025 including segment disclosures has been disclosed separately as discontinued operations and the figures for the prior periods/ year presented has been regrouped. The breakup of the items pertaining to the said discontinued operations is given below·

		QUARTER ENDED		HALF YEAR END.ED		(Rs. In YEAR ENDED
PARTICULARS	Sep1'lmber 30, 2026 Unaudited	June JO, 2026 Unaudited	Septombor 30, .2024 Unaudited	Soptomb~r 30, 20Z5 Unoudlted	Sop1ember30, 2024 Unaudited	M8rch 31, 2025
						Audited
Rnvanu.e from apeiaUOr'l!l.	1071	5.30	8 37	16,01	82.80	118 44
Loss before Tax	(5.21)	(2.06)	(5.23j	(7.27)	(5.44)	(13.32)
Tax expenses	(Q,65)	0.05	(019)	(0.BO)	0.40	0_28
Loss aner Tax	(4 66)	(2 11)	(5 04)	(6.67)	(5.84)	(13.60)

For and on behalf of the Board of Directors

ANIL KUMAR AGARWAL Deputy Managing Director DIN: 01501767

Place: Kolkata Dated, November 13, 2025

Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072

Review Report

To The Board of Directors Titagarh Rail Systems Limited Poddar Point, 10th Floor, 113 Park Street, Kolkata - 700016

• 1. We have jointly reviewed the consolidated unaudited financial results ofTitagarh Rail Systems Limited (the "Holding Company"), its subsictiaries (the Holding Company and its subsidiaries hereinafter referred to as the "Group"), and its share of the net loss after tax and total comprehensive loss of its joint ventures and associate company {refer Note 1 on the Statement) for the quarter ended September 30, 2025 and the year to date results for the period April 1, 2025 to September 30, 2025 which are included in the accompanying 'Statement of Consolidated Unauctited Financial Results for the Quarter and Half Year Ended September 30, 2025', the Consolidated Balance Sheet as on that date and the Consolidated Statement of Cash Flows for the half-year ended on that date (the "Statement"). The Statement is being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations, 2015"), which has been initialled by us for identification purposes.
• 1. This Statement, which is the responsibility of the Holding Company's Management and has been approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting", prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements {'SRE') 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primari1y of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an auctit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072

1. The Statement includes the results of the following entities:

1.	Titagarh Rail Systems Limited
Subsidiary
2.	Titagarh Singapore Pte Ltd
3.	Titagarh Firema Engineering Services Private Limited
4.	Titagarh Naval Systems Limited (w.e.f August 11, 2025)
Trust
5.	Titagarh Group Foundation (w.e.f July 28, 2025)
	Joint Ventures
6 .	Titagarh Mermec Private Limited
7.	Ramkrishna Titagarh Rail Wheels Limited
8.	Shivaliks Mercantile Limited (formerly Shivaliks Mercantile Private Limited)
Associate
9.	Titagarh Firema S.p.A

• 1. We draw attention to Note 4 to the Statement in respect of investments ( directly and indirectly through Shivalik Mercantile Limited (formerly Shivaliks Mercantile Private Limited) (SML), a joint venture company) in Titagarh Firema SpA ("Firema"), an associate company based in Italy, having a carrying value of net equity investments of Rs 64.52 crores and other receivables from Firema and SML aggregating Rs 63.19 crores as at September 30, 2025. Firema has encountered significant operational and financial difficulties due to an ongoing dispute with one of its largest customers which has severely impacted its liquidity position. Firema has filed for protection under Italian Crisis Code - Composizione Negoziata della Crisi (CNC) along with a restructuring plan on May 14, 2025 with Chamber of Commerce which was admitted by the Court of Naples on May 27, 2025, who further, vide its order dated June 17, 2025, confirmed the protective measures under Article 19 of the Italian Crisis Code against any potential actions of the creditors until September 23, 2025 which was further extended by 120 days vide order dated October 1, 2025. Pending the outcome of the CNC process, the possible impairment loss on the carrying value of net equity and other receivables as stated above and its consequential impact on the profit for the quarter and half year ended September 30, 2025 and the net worth of the Group as at September 30, 2025 is currently not determinable.
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above, except for the indeterminate effect of the matter stated in paragraph 5 above, and based on the consideration of the review reports of the other auditors referred to in paragraph 7 below, nothing has come to our attention that causes us to believe that the accompanying Statement has not been prepared in all material respects in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India and has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072

1. The consolidated unaudited financial results include the Group's share of net loss after tax of Rs. 10.09 crores and Rs. 21.12 crores and total comprehensive loss of Rs. 10.09 crores and Rs. 21.12 crores for the quarter ended and for the period from April 1, 2025 to September 30, 2025, respectively, in respect of one associate company and two joint ventures. These interim financial information/ financial results have been reviewed by other auditors and their reports dated November 3, 2025, November 10, 2025 and November 12, 2025, vide which they have issued an unmodified conclusion, have been furnished to us by the Holding Company's management and other auditors respectively and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these associate company and joint ventures, is based on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matter.

1. The consolidated unaudited financial results include the interim financial information of three subsidiaries (including interim financial information of one subsidiary prepared on liquidation basis, refer note 9 on the Statement) and one trust which have not been reviewed by their auditors, whose interim financial information reflect total assets of Rs. 19.85 crores and net assets of Rs. 15.30 crores as at September 30, 2025 and total revenue of Rs. 3.01 crores and Rs. 6.58 crores, total net profit/ (loss) after tax of Rs. 0.21 crores and Rs. (0.10) crores and total comprehensive income/ (loss) of Rs. 0.21 crores and Rs. (0.10) crores for the quarter ended September 30, 2025 and for the period from April 1, 2025 to September 30, 2025, respectively, and cash flows (net) of Rs. 1. 71 crores for the period from April 1, 2025 to September 30, 2025, as considered in the consolidated unaudited financial results. The consolidated unaudited financial results also include the Group's share of net profit/ (loss) after tax of Rs. Nil and Rs. Nil and total comprehensive income/ loss of Rs. Nil and Rs. Nil for the quarter ended September 30, 2025 and for the period from April 1, 2025 to September 30, 2025, respectively, as considered in the consolidated unaudited financial results, in respect of one joint venture based on their interim financial information, which have not been reviewed by their auditors. According to the information and explanations given to us by the Holding Company's Management, these interim financial information are not material to the Group.

Our conclusion on the Statement is not modified in respect of the above matter.

Waterhouse & Co Chartered Accountants LLP ration Number: 304026E/E-300009

Pramit Agrawal Partner Membership Number: 099903

UDIN: 25099903BMOURH5193 Place: Kolkata Date: November 13, 2025

For Salarpuria & Partners Chartered Accountants Finn Registration Number: 302113E

PalashK. Dey Partner Membership Number: 053991

UDIN: 25053991BMKVDV6431 Place: Kolkata Date: November 13, 2025

	CIN NO:-L27320WB1997PLC0B4819 REGISTERED OFFICE -10TH FLOOR, PODDAR POINT, 113 PARK STREET, KOLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW. TITAGARH.IN, EMAIL: CORP@TITAGARH.IN STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2025
						(Rs. in Crores)
		September 301 202S	QUARTER ENDED June 30, 2025	September JO, 2024	September JO, -2025	HALF YEAR ENDED September 30, 2024	YEAR ENDED March 31, 2025
SL. NO.	PARTICULARS	Unaudited	Unaudit•d	Unaudited	Unaudlt•d	Unaudited	Audited
1	Revenue from Operations	79903	679 30	1,056 95	1,478 33	1,960 00	3,857 75
2	Other Income	1444	11 65	10.72	26 09	23 01	75 35
3	Total Income	B13.47	690.95	1,067.67	1,504.42	1,983.01	3,943.10
4	Expenses
	a) Cost of Raw Materials & Components Consumed	565,41	sco 33	807 83	1,065 74	1,497 34	2,964,91
	b) Changes in lnventorie~ of Finished Goods, Work-in-progress and Saleable	24,57	(,6 36)	(8 95)	6,21	(1 7C)	(:6,C6)
	Scrap c) Ernp[oyee Sen~rils Expense	25,54	26 32	19 78	51,86	3707	86,89
	d) Finance Costs	18.26	17 84	17 47	36,10	29,99	73,15
	•I Depreciatiao and Amortisation Expense	12.42	11 92	7 65	24,34	14 79	29 56
	f) OU1er Expenses	99,88	95 91	108 88	195,79	196 05	41897
	Total Expenses I• to f)	746.08	633.96	952.66	1,380.04	1,773.54	3,537.44
5	Profit before Share of Loss of Joint Ventures and Associates, Exceptional Items and Tax (3-4)	67.39	56.99	115.01	124.JB	209.47	405.66
6	Share of Proril/ {Loss) of Joint Ventures or Assoc;ate	(10 09)	(11 03)	(415)	(21 12)	(8 50)	(23 92)
7	Profit before Tax from continuing operations (5-6)	57,30	45,96	110.8G	103.26	200.97	381.74
8	Tax Expense
	a) Curren( lax (including earlier years)	18 06	14 27 0 20	31 35 (1 46)	3:2 33 2 41	55 77 12 73)	99 63 7 05
	bl Deferred Ta<• Charge/ (Credit) Tolal Tax Expense	2 21 20.27	14.47	29,89	34,74	53.04	106.68
9	Profit for the Period I Year from continuing operations (7-81	37.03	31.49	80.97	68.5.2	147.93	275.06
10	Prot1t/ (Loss) from c:llscontinueel operations {Refer Note 9 OelO\V}	(0.03)	(OCSS)	(0.28)	(0,58)	(023)	(U 14)
11	Tax: expense of discontinued operations						-
12	Loss for the Period/ Year from discontinued operatiorts (10-r11J	(0.03)	10.55)	(0.28)	(0.58)	{0.23)	10.14)
13	Profit for the Period/ Year {9+12}	37.00	30,94	80.69	67.94	147 .70	274.92
	Attributable: to: S.haretiolders of the Company	36.90	30.86	80.69	67,76	147.70	276.39
	Non-Con!rolling Interest	0,10	0.08	-	o.,a		11 47)
14	Other Comprehensive lnc:ome
	a) Items that will be reclassified to profit or lo5s:
	i) Nel Gain/ (Loss) on Fo-eign Currency Translation Differences	026	0,57	0.31	0.83	0_24	015
	fi) Fair va,ue change of casfi flow hedges			{1.42)		11 42} 0 36
	Jii) Tax expenses on above b} ltems that will not b~ reclassified to profit or loss:			0.36
	I} Reme.lsutement gains/ (losses) on defined benefit plans	(016)	(0.16)	(0.03)	(0.32)	(006)	(1.96)
	ji) Tax expenses on above	D04	004	0"01	O.D8	002	0.49
	Total Other Comprehensive Income	0.14	0.45	/0.77)	0.59	iQ,B~l	11.32]
	Attributable to:			(1 08)	(0.24)	(110)	(147)
	Continuing Operations Disconlinued Operations	(0 12) 0,25	(D 12) G,57	0 31	0 83	0.24	0_15
15	Total Comprehensive Income for the Period/ Year 113•14)	37.14	31,39	79.92	6&.53	146,84	273.60
	Attrmuta01e to:
	Continuing Operations	36 91	31 ,37	79 89	66 28	146 83	273 59 a 01
	Disconlinued Operations	023	0,02	003	0 25	0 01
	Attributable to:		31,31		69 35	146 84	275 07
	Shareholders of Jhe Company Non-Controlling Interest	37 04 010	0.08	79 92	0 18		(1 47)
16	PaIa-up Equity snare capr,ar (Face vatue Rs. 21- eacn)	2693	2693	26 93	26 9~	25 ~3	2b 93
	other Equity						2,4ss as
17	Eamings/ (Loss) Per Equity Share (of Rs. 21- each)
	For Continuing Operations
	- Basic (Rs,)	2 73	2 34	601	5 07	10.98	2042
	• Diluled (Rs)	2 73	2 34	601	5 07	10,96	2040
	For Disi:ontinucd Operations - Basic (Rs,)	(000)	(004)	(002)	(0 04)	(0,02)	{0,01)
	- Diluted {Rs.)	(000)	(004)	{002)	(004)	(0,02)	(0,Q1}
	for Continuing and Discontinued Operations
	- Basic {Rs)	2 73	2 30	5 99	5 02	10 96	20 41
	- Diluied (Rs,)	2 n	230	5 99	S 02	10 96	20 39

	TITAGARH RAIL SYSTEMS LIMITED CIN NO: - L27320WB1997PLC084819 REGISTERED OFFICE - 10TH FLOOR, PODDAR POINT, 113 PARK STREET, KOLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: CORP@TITAGARH.IN CONSOLIDATED SEGMENTWISE REVENUE, RESULTS, ASSETS AND LIABILITIES
							(Rs. In Crores)
			QUARTER ENDED			HALF YEAR ENDED
	PARTICULARS	September 30, 2025	June 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024	March 31, 2025
SL. NO. $\overline{1}$ $\overline{2}$ 3 4 5		Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
	Segment Revenue
	a) Freight Rail Systems	676.B2	601.67	1,000.03	1,278 69	1,842.22	3.610.27
	b) Passenger Rail Syslems	122.21	77.43	56.92	199.64	117.78	257.48
	Revenue from operation/ Income from Operations	799.03	679.30	1.056.95	1,478.33	1,960,00	3,867.75
	Segment Results [Profit before Tax] a) Freight Rail Systems b) Passenger Rail Systems Total	72.63 13.98 66.61	67 14 8.61 75.75	126.40 3.52 129.92	139.76 22.59 162,35	228.30 7.24 235.54	437.64 15,24 452.88
	Less:
	Interest Expense - Net	1.81	4.19	2.96	6.00	0.65	7.66
	ii) Unallocable expenditure net of income	17.41	14.56	11.95	31.97	25.42	39.56
	Add: Share of Profit/ (Loss) of Joint Ventures and Associates	(10.09)	(1103)	(4.15)	(21.12)	(8, 50)	(23.92)
	Total Profit before Tax	57.30	45.96	110,86	103.26	200.97	381.74
	Less: Tax Expenses	2027	14.47	29.89	34.74	53.04	106.68
	Total Profit after Tax from continuing operations	37.03	31.49	80.97	68.52	147.93	275.06
	Loss from discontinued operations (Refer Note 9 below)	(0.03)	(0.55)	(0.28)	(0.5B)	(0.23)	(0.14)
	Tax expense of discontinued operations
	Total Loss after Tax from discontinued operations	(0.03)	(0.55)	(0.28)	(0.58)	(0.23)	(0.14)
	Total Profit after Tax	37.00	30.94	80.69	67.94	147.70	274.92
	Segment Assets a) Freight Rail Systems b) Passenger Rail Systems c) Unallocable Total	1,610.46 1,123.53 1,066.67 3.800.86	1,615.86 984.92 1,088.30 3,689,08	1,750,77 703.41 1,107,27 3,561.45	1.610.46 1,123.53 1.066,87 3,800.86	1.750.77 703.41 1,107.27 3,561.45	1,734.35 907.57 1,120.37 3,762.29
	Segment Liabilities a) Freight Rail Systems b) Passenger Rail Systems c) Unallocable Total	366.55 264.74 629.88 1,261.17	457 94 283.12 432.22 1,173.28	537 46 192 38 477.25 1,207.09	366.55 264.74 629.88 1,261.17	537.46 192 38 477.25 1,207.09	405.53 263.52 80,608 1,278.13
	Geographical Segment Revenue a) India b) Rest of the World Total	799.03 799.03	679.30 679.30	1,051.12 583 1,056,95	1,47B 33 1,478.33	1,954.17 5.83 1,960,00	3,859.99 776 3.867.75

	TITAGARH RAIL SYSTEMS LIMITED CIN NO:- L27320WB1997PLC084819
	REGISTERED OFFICE - 10TH FLOOR, PODDAR POINT, 113 PARK STREET, KOLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: CORP@TITAGARH.IN CONSOLIDATED BALANCE SHEET
			(Rs. in Crores) AS AT
SL. NO.	PARTICULARS	September 30, 2025 Unaudited	March 31, 2025 Audited
	ASSETS
$\mathbf{1}$	Non-current Assets a) Property, Plant and Equipment b) Right-of-use Assets c) Capital Work-in-progress d) Investment Property e) Intangible Assets (Other than Goodwill) Intangible Assets under Development g) Equily Accounted Investments h) Financial Assels (i) Investments	956.24 76.90 128.47 9.68 65.68 107.99 257 18 52.38	83082 83.35 39.61 B.21 69.42 82.37 246,82 52.38
	(ii) Others Financial Assets Deferred Tax Assels (Nel) Contract Assets Non-current Tax Assets (Net) kУ Other Non-current Assets ID. Sub total - Non-current Assets	30.02 1.79 6.52 28.20 51.79 1,772.85	80.22 1.72 3.41 24.58 60.20 1,583.11
$\overline{2}$	Current Assets a) Inventories b) Financial Assets (i) Trade Receivables	648.73 516.55	523.33 670.85
	(ii) Cash and Cash Equivalents (iii) Bank Balances other than (ii) above (iv) Loans and Deposits (v) Others Financial Assets	40.82 219.32 53.96 26289	25.27 442 13 ×. 142 46
	c) Contract Assets d) Other Current Assets Sub total - Current Assets	150.97 134.78 2,028.01	205 02 170.12 2,179.18
	TOTAL - ASSETS	3,800.86	3,762.29
	EQUITY AND LIABILITIES EQUITY a) Share Capital b) Other Equity Total Equity Attributable to Owners of Titagarh Rail Systems Limited Non - Controlling Interest Total Equity	26.93 2,511.40 2,538.33 1.35 2,539.69	26.93 2,456.05 2,482.98 118 2,484.16
$\ddot{\phantom{1}}$	LIABILITIES Non-current Liabilities a) Financial Liabilities (i) Borrowings (ii) Lease Liabilities (iii) Other Financial Liability b) Contract Liabilities c) Provisions d) Deferred Tax Liabilities (Net) Sub total - Non-current Liabilities	1871 84 56 7,24 24.08 7.36 21.16 163.11	24 93 89.47 3,43 37 46 6,49 18.75 180.53
$\overline{2}$	Current Liabilities a) Financial Liabilities (i) Borrowings (ii) Lease Liabilities (iii) Trade Payables a) Total Outstanding Dues of Micro Enterprises and Small Enterprises b) Total Outstanding Dues of Creditors Other Than Micro Enterprises and Small Enterprises (iv) Other Financial Liabilities b) Contract Liabilities Other Current Liabilities $\circ$ Provisions d) Current Tax Liability (Nel) e) Sub total - Current Liabilities	525 23 8.72 29.59 184.20 47.02 253.00 5,97 30,77 13.56 1,098.06	504.41 9.20 43 34 191.65 36.80 274 07 6.99 24.79 7.35 1,097.60
	TOTAL - LIABILITIES	1,261.17	1,278.13
	TOTAL - EQUITY AND LIABILITIES	3,800.86	3,762.29

	TITAGARH RAIL SYSTEMS LIMITED CIN NO:- L27320WB1997PLC084819 REGISTERED OFFICE - 10TH FLOOR, PODDAR POINT, 113 PARK STREET, KOLKATA-700016. TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: CORP@TITAGARH.IN
	CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED			(Rs. in Crores)
			HALF YEAR ENDED.	YEAR ENDED
SLNo.	PARTICULARS	September 30	September 30,	March
		2025 Unaudited	2024 Unaudited	31, 2025 Audited
1.	CASH FLOWS FROM OPERATING ACTIVITIES
	Profit/(Loss) before Tax from: Continuing Operations	103.26	200 97	38174
	Discontinued Operations	(0.58)	(0.23)	(0.14)
	Profit/(Loss) before Tax	102.68	200 74	381.60
	Adjustments for: Depreciation and Amortisation Expense	24 34	1479	29.58
	Finance Costs	36.10	29.99	73.15
	Provision for Doubtful Debts and Advances	4 3 5	1.45	11 33
	Gurantee Commission Income Provision for Onerous Contract	(0.89) 5.63	4.41	(0.85) 8.11
	Unrealised Foreign Exchange Fluctuations (Gain)/ Loss (net)	(4.28)	(4.46)	(2.25)
	Irrecoverable Debts/ Advances Written Off (net)	(0.05)	1.09 ×	Si C (0.23)
	Net (Gain)/ Loss on Disposal of Property, Plant and Equipment Fair Value Gain on Investment - FVTPL			(15.38)
	Unspent Liabilities / Provisions No Longer Required Written Back	(0.03)	(1.18)
	Interest Income Other Income for Security Deposit of Leases	(24.22) (0.16)	(21.37) (0.01)	(51.64) (0.33)
	Employee Stock Option Expenses	0,46	Ξ	0.22
	Share of Loss of a Associate and Joint Ventures	21.12	8.50	23.92
	Operating Profit before Changes in Operating Assets and Liabilities	165.04 (23.63)	233,95 (69.36)	457,33 (85.97)
	(Decrease) in Trade Payables (Decrease) in Contract Liabilities	(34.45)	(132.40)	(126.83)
	Increase/(Decrease) in Other Non-current and Current Financial and Non-financial Liabilities and Provisions	(7.09)	41.97	(0.83)
	(Increase) in Trade Receivables	155.08	(19910)	(139.71)
	(Increase)/Decrease in Inventories (Increach)/Decrease in Contract Assete	(128.20) 60.04	(58.40) ${F1.06}$	0.40 (102, 41)
	Decrease in Other Non-current and Current Financial and Non-financial Assets	35.47	37.31	0.39
	Cash Generated from / (used in) Operations	213.16	(197.08)	(1.63)
	Income Taxes Paid (Net of Refunds) Net Cash Generated from / (used in) Operating Activities	(27.70) 185.46	(33.79) (230.87)	(95.78) (97.41)
$\overline{2}$	CASH FLOWS FROM INVESTING ACTIVITIES
	Payments for Acquisition of Property, Plant and Equipment including Capital Work-in-Progress	(203.20)	(71.41)	(219.53)
	Payments for Acquisition of Intangible Assets and Intangible Assets under development	(23.55) 6.05	D.37	(16.49) 5.91
	Proceeds from Disposal of Property, Plant and Equipment Investments in Joint Venture	(26, 55)	(51, 45)	(107.80)
	Loan given to JV	(53, 96)	Ð
	Fixed Deposits Made Fixed Deposits Matured	(174.56) 320 55	(418.84) 214.82	(1, 106, 58) 836 05
	Interest Received	23 62	10.38	29 63
	Net Cash Used in Investing Activities	(131.60)	(316.13)	(578.80)
3	CASH FLOWS FROM FINANCING ACTIVITIES
	Repayment of Long-term Borrowings Principal Payment of Lease Liabilities	(6.25) (3.90)	(6.25) (7.63)	(12, 51) (12, 80)
	Interest Payment of Lease Liabilities	(4.23)	×	(2.77)
	Short Term Borrowings - Receipts/ (Payments) (net)	20.79	336.48	474.86
	Finance Costs Paid Dividend paid	(32.11) (13.44)	(21.07) (10,79)	(63.66) (10.77)
	Net Cash From / (Used in) Financing Activities	(39.14)	290,74	372,35
$\overline{\mathcal{A}}$	Exchange Differences on Translation of Foreign Currency Cash and Cash Equivalents	0.83	0,24	0.15
	Net increase / (Decrease) in Cash and Cash Equivalents (1+2+3+4)	15.55	(256.02)	$-303.71$
	Cash and Cash Equivalents - Opening Balance Cash and Cash Equivalents - Closing Balance	25.27 40.82	328,98 72.96	328.98 25.27
5	The above Cash flow includes following related to discontinued operation Net Cash Used in Operating Activities	(0.54)	4,31	4.42
	Net Cash Used in Investing Activities		$\langle \sigma \rangle$
	Net Cash Generated from Financing Activities	(0.54)	۰ 4.31	w. 4.42

÷,

TITAGARH RAIL SYSTEMS LIMITED CIN NO:- L27320WB1997PLC084819

REGISTERED OFFICE -10TH FLOOR, PODDAR POINT, 113 PARK STREET. KOLKATA-700016

TEL: OJJ-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: CORP@TITAGARH.IN

STATEMENT OF CONSOLIIJATED UNAUDITEIJ FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENIJED SEPTEMBER JO, 2025

Notes:

• Toe Consolidated Unaudited Financial Results of Titagafh Rail Sy&lems Limited (hereinafter referred to as "the Holding Company") fnclude resulls of its subsidiaries Titagart; Singapore Pie umited (TSPL). Titagarh Firema Engineering Services Prival• Limiled (w.e f February 14, 2025), Titagarh Naval Systems Limited (w.e.f August 11, 2025), Tilagarh Group Foundation (TGF), a trust (w e f, July 2B, 2025) cotfectively rererred ta .as "the Group", one asscciale namely Titagarh Firema S.p.A and three joint ventures namely Titagarh Mermec Private Limited, Ramkrishna Titagarh Reil Wheels Limited and Shivaliks Mercantile Limited.
• 2 The Collsolidated Unaudited Financial Resulls for the quarter and h.alf year er-.ded September 30, 2025 have been prepared in acc rdance with the recognition and measurement principle~ laid down in Indian Accounring Standards ( ''Ind AS") prescribed under section 133 of Companies Act, 2013 read with the relevanl rures thereunder and in terms f Regulation 33 cf the SEBI ,(LtS!Jng Obligations ar-.d Disclosure Requirements) Regulations 2015, as amended. The same was reviewed by the Audil Commirlee and approved by the Board of Direclors of the Holding Company at Its meeting held on November 13, 2025.
• 3 The reportable opsraling segment identified for the Group are "Freight Rail Systems" (v.tlich includes Shipbuilding & Maritime Systems {SMS), bridges and delence) and "Passenger Rail Systems"
• 4 The Holding Company has made invesmenls in Tilagarh Firema SpA {Firema). an associate company based in Italy (directly and indirectly through Shivalik Mercantile Limited (SMLI, a joint van1ure company owning 40.66% equily in Firema), having a n•I carrying value of Rs 64.52 crores and other receivables from Firema and SML aggregating to Rs 63 19 crores as al Seplernber 30. 2025 The Government of Italy, through its investment agency, lnvilalia owns 31 01 % equily shares of Firema Post recapitalisation in February 2024 by both the sharsholders and owing to a healthy order book. Firema was in the process of revival by ramping up its operations, however. due to completely unexpected and unforeseen developments which were outside and beyond the control o( Firema, including disputes raised by one of lhe largest customer of Firema who inleralia suspended payments of all invoices, resulted in a se1Jere cash crunch causing significant operational ana financial problems for Fire ma.

Firema with the support f the Ministry of Enterprise, Government of Italy, have been actively trying 10 find a resolution to the aforesaid problems Minisl(Y of Enterprise, vide its minutes of rnoetrng daled May S. 2025, has indicated possibility of inducting new equity investors including acquisition of the majority stake of Firema by private and/or govemmenlal entities, including the Sl1lte Railways of llaly

Meanwhile, in compliance wilh the relevant laws of rlaly regulating companies in Hnancial difficulties, the Board of Directors of Firema, approved the initiatfon of necessary protection pro~urtis under the llalian Crisis Code - Cornpo::.izione Negoziata delJa Crisi (CNC) and also formulated a restructuring plan, which was filed on May 14, 2025 wilh the Chamber of Comrner~e and was alsn admitted by the Court of Naples. on May 27. 202S, who vide its initial order dated June 17, 2025 confirmed the protective measures under article 19 of lhe llalian Crisis code a.gainM any potcnHal acliolls of the creditors unlit September 23, 2025, and subsequently extended the same by another 120 days vide its order dated October 1, 2025

An independent expert has been appointed by the relevant authority lo evaluate th• feasibilily of the restructuring process under lhe CNC, including lhe opportunily for lresh eq~ily infusion by li potential investor who has submtlled an exprasston of interest dated September 1 a. 2025 and initiated the necessary due diligence process Despite the risks and uncertainties associated with sud'l a process. in view of the facts slated above, pending finar outcome, it is not possible lo ascertain potential impairment, if any, an the direct and indirect investment by the Group inlo Fire ma and thereby the corresponding impact to the net equily investment and other receivables as slated above as at Seplember 30, 2025

• 5 Pursuant lo approval of the shareholders at the Exira-Ordinary General Meeting held on August a, 2025, for the issue of 21,11,932 convertible warranls of Rs 947/- each (Issue) to members of the promoter group on a preferential basis (Warran ls) aggregating Rs 199.99 crora ('Consideralion') followed by lhe in-pIinciple listing approval received from BSE and NSE on 2~1h Oclober 2025 the Management Committee duly authorised by the Board in this 1sgard allol!ed the said Warrants on 41h Novembet, 2025 against receipt of Rs. 49,99 crore being the application money equivalent to 25% of the Consideration in cash (balance 75% payable within 1 B months from the dale or allotment or Warrants) and the said amount has been utilized by the Company in accordance with the objects of the Issue On payment of full Consideralion, the Warrants are convertible inlo equivalent number of Equity Shares of race value of Rs 21- each fully paid al a premium of Rs 945/- per equily share, subject lo necessary approvals, as may be required.
• 6 Pursuant lo necessary approvals for TRSL ESOP Scheme 2023 ('ESOP Scheme"), 500,000 Options wors granted by the Nomination and Remuneralion Committee (NRC) al an exercise price of Rs 8601- per option to eligible employees on 3rd Febn.,aiy 2025. Out of the said grant, 1,21,500 Oplions lying in lhe pool in accordance wilh lhe terms of the ESOP Scheme, th• Board at its moetmg held on 30th May 2025, approved grant of 1,15,DDO Oplions. The Options will vest over five years i e, 10%, 15% 20%, 25'¼, and 30% each year, Each Oploon when e,ercised, will entitle the employs• to one fully paid equily share of Rs. 21· each, Subsequently, with the approval of shareholders oblained through Postal Ballot on 19111 June. 2025, the ESOP Scheme was amencted le increase the total number of Options 10 15,00,000. Further, the Company has received in-principle approval from NSE and BSE on 19\h Augusl, 2025, in this regard
• 7 Following the Board's approval, a charitable tn.,sl Titagarh Group Foundation {TGF) has been set up during the quarter, for undertaking, implemenling and monitoring CSR projects tlrid interventions of the Company in accordance wilh its approved CSR Policy and applicable statutory requirements TGF's Board of Trustees comprise Mrs Rash mi Chowdhary (Chairperson). Mr. Umesh Chowdhary, and Mr Anil Kumar Agarwal (Trustees) CSR activities to be carried on by TGF shall be ;n compliance with the provisions of Iha Companies Act, 2013 and lhe relevant Ruf~ made thereunder, Necessaiy approvals under the Income Tax Act have been received and the Trust has been registered with MCA.
• 8 Pufsuant to approval of the Board accorded at its mee-ting herd on August 11, 20:25, the Holding company subscribed to the rfghls issue of Titagarh Naval Systems Limited (formerly Titagarh N.aval Systems Private Limited), wholly owned subsictiary of the Company, amounring to Rs 5 crores_

Further, the Board of the Holding company at the above meeting, subject lo necessary approvals as may be applicable, aceorded in-principle approval to the proposed transfer of the Shipbuilding & Maritime Systems (SMS) business and undertaking of the Holding company to TNSL as a going concern, with a view to focus on the Holding company's core business

S Discontinued operations for the repor1ed period relates lo TSPL, the voluntary winding up of which has afready been initiated in lhe earlier years in accordance with local raws Accordingly, U,a financiaf informalion of TSPL has been prepared on liquidation basis (rair value) ancl the resulls for all the pef!od reported has been disclosed as discontinuing operations._

For ond an bCJhnlf of tho lioard of DirDi::-torc

ANIL KU MAR AGARWAL Deputy Managing Director DIN: 01501767

Place: Kolkata Dated : Noijember 131 2025